Ethics

Ethics Hotline

AuRico Gold Inc. (the Corporation) is committed to maintaining the highest standards of ethics and business conduct, as well as to complying fully with all applicable government laws, rules, and regulations; corporate reporting and disclosure standards; accounting practices; accounting controls; auditing practices; and other matters relating to fraud against shareholders (collectively "Corporate Concerns").

Whistleblower Policy

The Board of Directors’ Audit Committee is responsible for ensuring that a confidential and anonymous process exists whereby persons can report any accounting concerns relating to AuRico and its subsidiaries. In order to carry out its responsibilities under its charter, the Audit Committee has adopted a Whistleblower Policy (the Policy).

For the purposes of the Policy, "Corporate Concerns" is intended to be broad and comprehensive and to include any matter, which in the view of the complainant, is illegal, unethical, contrary to AuRico’s policies, or in some other manner not right or proper. Examples include, but are not limited to, the following:

• Violation of any applicable law, rule, or regulation that relates to corporate reporting and disclosure
• Violation of any corporate policies, including health, safety, environmental, operational, or ethical policies
• Fraud or deliberate error in the preparation, evaluation, review, or audit of any financial statement of AuRico or any of its subsidiaries
• Fraud or deliberate error in the recording and maintaining of financial records of AuRico or any of its subsidiaries
• Deficiencies in or noncompliance with the internal policies and controls of AuRico or any of its subsidiaries
• Misrepresentation or a false statement by or to a director, officer, consultant, or employee of AuRico or any of its subsidiaries respecting a matter contained in the financial records, reports, or audit reports
• Deviation from full and fair reporting of AuRico’s consolidated financial condition.

Reporting Procedure

Any person with an accounting concern or other any other concern relating to AuRico or any of its subsidiaries may submit his/her concern directly to the Chair of the Audit Committee by telephone: 902-404-3308 (dialing from North America) or 001-902-404-3308 (dialing from Mexico).

Ethics and Compliance Hotline

Alternatively, reports may be made to the Ethics and Compliance Hotline. Copies will be forwarded to the chairman of the Audit Committee and they will be dealt with in accordance with AuRico’s ethics policy.

There are three methods to report an ethics concern:

1. Whistle Blower Hotline:
   1-866-553-3142 (North America toll free)
   001-800-514-9885 (Mexico toll free)
2. Online through our secure website at www.clearviewconnects.com
3. By mail through our confidential post office box:
   P.O. Box 90505
   Toronto, ON M1J 3N7
   Canada

Confidentiality

All submissions to the Chair of the Audit Committee will be treated on a confidential and anonymous basis.